UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 28, 2023, FDCTech, Inc. (“FDC” or the “Company,” OTCQB: FDCT) signed a legally binding letter of intent (LOI) with Alchemy Group where the Company will acquire 100% of Alchemy Markets DMCC (Alchemy UAE), 100% of Alchemy Prime Ltd. (Alchemy UK), and the remaining 49.90% of Alchemy Markets Ltd. (Alchemy Malta), collectively known as Alchemy Group. The Company will issue 1,700,000 shares of its Series B Preferred stock, or such other number of shares that the parties agree upon to shareholder(s) of Alchemy Group, for the acquisition. Upon finalizing the merger, the existing management team and board of directors will continue to oversee and manage the Company’s operations.
The foregoing description of the LOI with Alchemy Group does not purport to be complete. It is qualified in its entirety by reference to the full text of the document, which is filed as an exhibit to this report and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
On September 28, 2023, the Company issued a press release announcing the binding LOI with Alchemy Group. We have furnished a copy of the press release as Exhibit 99.1 hereto, which is incorporated into Item 7.01 by reference.
The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and is not deemed incorporated by reference in any filing of Basic’s under the Securities Act of 1933, as amended unless specifically identified therein as being incorporated therein by reference.
| ITEM 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | Binding Letter of Intent dated September 28, 2023. | |
| 99.1 | Press release dated September 28, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FDCTECH, INC. | |||
| September 29, 2023 | By: | /s/ Imran Firoz | |
| Date | Imran Firoz | ||
| Chief Financial Officer | |||
| (Principal Executive Officer) | |||
| 3 |